RENTECH INC /CO/, S-3, 1997-09-12

RENTECH INC /CO/
S-3, 1997-09-12
ENGINEERING SERVICES

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As filed with the Securities and Exchange Commission on September 12, 1997

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

Registration Statement Under
THE SECURITIES ACT OF 1933

RENTECH, INC.

(Exact name of Registrant as specified in charter)
Colorado 84-0957421

(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

1331 17th Street, Suite 720, Denver, Colorado 80202 (303) 298-8008
(Address, including zip code and telephone number, including area code,
of Registrant's principal executive offices and intended principal place
of business)

Dennis L. Yakobson, President
1331 17th St. Suite 720
Denver, Colorado 80202 (303) 298-8008
(Name, address and telephone number of agent for service)

Copy to: Loren L. Mall, Esq.
Brega & Winters P.C.
1700 Lincoln Street, Suite 2222
Denver, Colorado 80203

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date hereof.

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. / /

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
/X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same
offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

<PAGE>
PAGE 2

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

Title of Shares Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Aggregate Offering Registration
per Unit(2) Price Fee
- ---------------- ------------- ---------------- ---------------- ------------
<S> <C> <C> <C> <C>

Common Stock 5,295,303 $0.31 $1,641,544 $566.05

Common Stock Under- 664,500 $0.31 $ 205,995 $ 71.03
lying Stock Purchase
Warrants

Total 5,959,803 $1,847,539 $637.08

<FN>
<F1> Subject to adjustment pursuant to the anti-dilution provisions as allowed by Rule 416.
<F2> Average of the closing bid and asked prices as quoted on NASDAQ within five days of
the respective filing dates, pursuant to Rule 457(c). Estimated solely for the purpose
of calculating the registration fee pursuant to Rule 457(c).
</FN>
</TABLE>

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date or dates as
the Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>
PAGE 3
P R O S P E C T U S

RENTECH, INC.

5,959,803 Shares Common Stock ($.01 par value)

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.

SEE RISK FACTORS BEGINNING AT PAGE 7.

This Prospectus relates to 5,959,803 shares (the "Shares") of common
stock, $.01 par value per share (the "Common Stock"), of RENTECH, INC.
(the "Company"), including 664,500 shares issuable upon exercise of stock
purchase warrants. The Selling Shareholders are identified in this
Prospectus under the heading "Selling Shareholders." The Shares may be
offered by Selling Shareholders from time to time: (i) in transactions
in the over-the-counter market, on the automated inter-dealer system on
which shares of Common Stock of the Company are then listed, in
negotiated transactions, or a combination of such methods of sale, and
(ii) at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares to or
through securities broker-dealers. Such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from
the Selling Shareholders and/or the purchasers of the Shares for whom
such broker-dealers may act as agent or to whom they sell as principal,
or both (which compensation as to a particular broker-dealer might be in
excess of customary commissions). See "Selling Shareholders" and "Plan
of Distribution." Selling Shareholders may also sell such shares
pursuant to Rule 144 or Rule 144A under the Securities Act of 1933 if the
requirements for the availability of such rules have been satisfied.

None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company has, however,
received the purchase price paid for certain of the Shares upon the
exercise of the stock purchase warrants under which those Shares were
acquired. The Company has used those net proceeds to redeem some of its
outstanding preferred stock from the See "SUMMARY--Use of Proceeds."

The Company has agreed to bear all expenses (other than underwriting
discounts, selling commissions and underwriter expense allowance, and
fees and expenses of counsel and other advisers to the Selling
Shareholders) in connection with the registration and sale of the Shares
being offered by the Selling Shareholders. The Company has agreed to
indemnify the Selling Shareholders against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities
Act").

The Common Stock of the Company is listed and traded on NASDAQ on
the Small Cap Market under the symbol "RNTK." On September 9, 1997, the
last reported sale price of the Common Stock was $.3125 per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is , 1997
---------------

<PAGE> PAGE 4
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Proxy statements, reports and
other information concerning the Company can be inspected and copied at
Room 1024 of the Commission's office at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Commission's Regional Offices in Denver
(Suite 4800, 1801 California Street, Denver, Colorado 80202), New York
(Room 1228, 75 Park Place, New York, New York 10007), and Chicago (Suite
1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60621-2511), and copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. This Prospectus does not
contain all information set forth in the Registration Statement of which
this Prospectus forms a part and exhibits thereto which the Company has
filed with the Commission under the Securities Act and to which reference
is hereby made.
DOCUMENTS INCORPORATED BY REFERENCE

The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, including any beneficial owner,
upon the written or oral request of such person, a copy of any or all of
the documents incorporated by reference herein (other than exhibits to
such documents, unless such exhibits are specifically incorporated by
reference into the information that the Prospectus incorporates).
Requests should be directed to:

Rentech, Inc.
1331 17th Street, Suite 720
Denver, Colorado 80202
Telephone number: (303) 298-8008
Attention: James P. Samuels, Chief Financial Officer

The following documents filed with the Commission by the Company
(File Number 0-19260) are hereby incorporated by reference into this
Prospectus:

1. The Company's Transition Report on Form 10-KSB dated January 14, 1997
for the 9-month period ended September 30, 1996;

2. The Company's Current Report on Form 8-K dated January 30, 1997;

3. The Company's Quarterly Report on Form 10-QSB dated February 13,
1997;

4. The Company's Quarterly Report on Form 10-QSB/A dated April 25, 1997;

5. The Company's Quarterly Report on Form 10-QSB dated May 15, 1997;

6. The Company's Quarterly Report on Form 10-QSB dated August 12, 1997;

7. The Company's Current Report on Form 8-K dated February 19, 1997;

8. The Company's Current Report on Form 8-K dated February 21, 1997;

9. The Company's Current Report on Form 8-K dated April 3, 1997;

10. The Company's Current Report on Form 8-K dated April 4, 1997;

11. The Company's Current Report on Form 8-K/A dated May 20, 1997; and

<PAGE>
PAGE 5

12. The Company's Current Report on Form 10-QSB/A dated September 9,
1997.

All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering
registered hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.

SUMMARY

The Company

Rentech, Inc. ("Rentech" or the "Company") was organized as a
Colorado corporation in 1981 to develop and exploit processes for the
conversion of natural gas and other low-value carbon-bearing gases and
solids into valuable liquid hydrocarbons, including premium diesel fuel,
naphthas and waxes. The gas-to-liquids technology developed by the
Company ("Rentech Process Technology" or "Technology") is protected by a
series of patents issued by the U.S. Patent Office. The ability of the
Technology to convert carbon-bearing gases into valuable liquid
hydrocarbons has been established in a pilot plant operated periodically
between 1982 and 1985, in a second pilot plant operated during 1989, and
in the first full-scale conversion plant operated for a short period in
1992. Rentech's gas-to-liquids Technology has been licensed for use in
India in a 350 barrel per day plant that the licensee is now beginning to
construct.

During March 1997, the Company entered into the business of
manufacturing and selling water-based stains, sealers and coatings by
purchasing the assets of Okon, Inc. The Company is continuing and
expanding the 20-year old business of Okon as a wholly-owned subsidiary.
Okon, Inc. sells environmentally clean, water repellant sealers, coatings
and stains for wood, concrete and masonry. The customers are the
construction industry and architects. Okon, Inc. presently provides
Rentech's primary source of revenues.

During July 1997, Rentech agreed with ITN Energy Systems, Inc., a
privately-owned Colorado corporation, to enter into a new business called
ITN Electronic Substrates LLC. Rentech owns 50% of this new entity. The
LLC will manufacture and sell flexible thin-film substrates by electronic
deposition. The new business intends to begin its first production by
late 1997 and to increase its production capacity within a year later.
The customers are expected to be contract manufacturers in the computer,
aerospace and medical instrument industries, as well as large end-users
which use the substrates to manufacture their own products.

<PAGE>
PAGE 6

The Company's long-term plan is to diversify into three industry
groups centered around its three present lines of business. Rentech
plans to continue licensing its gas-to-liquids Technology in a
petrochemical group, to establish an environmental and industrial
products group that includes products such as the stains, sealers,
repellants and other coatings produced by Okon, Inc., and to develop an
advanced technology group with such technologies as the new business of
ITN Electronic Substrates LLC.

The Company is continuing its original business of licensing its
gas-to-liquids Technology, including sale of its proprietary catalyst
used in the conversion process. Licenses are granted in exchange for
license fees and ongoing royalties on the production of liquid
hydrocarbons from conversion plants that use the Technology and are
constructed and owned by licensees. Rentech has licensed its Technology
for use in India for a plant now under construction by its Indian
licensee at Arunachal Pradesh, India. Rentech is providing its Indian
licensee engineering design and technical services under contract, and
will provide such services to subsequent licensees for their use in
constructing their plants, together with engineering services and startup
operational support services on a fee basis for licensed plants. In
addition, Rentech may reserve the right to contract for the engineering
and supply the synthesis gas conversion reactor modules that are
essential to use of its Technology in conversion plants. Rentech is not
now receiving significant revenues from its gas-to-liquids Technology.

The Rentech Technology uses as feedstock natural gas from gas wells
that are not producing or that flare gas, or synthesis gas, a mixture of
hydrogen and carbon monoxide gases, produced by gasification of coal and
other carbonaceous materials. These sources of fuel are in abundant
supply worldwide. Other sources of feedstock include methane, a gas
collected from coal beds, as well as industrial off gases. The Technology
can provide a means of utilizing gas resources that are currently
unmarketable due to their remote locations or because of the presence of
diluents such as carbon dioxide or nitrogen.

The diesel fuel produced by using the Technology has been tested to
have a sulphur content below detectable limits and to have improved
combustion characteristics when compared to commercial No. 2 diesel fuel.
These qualities make it less polluting than presently available diesel
fuel, and, unlike alternative fuels such as methanol or compressed
natural gas, does not require any engine or vehicle modifications for
use. Based upon prices of crude oil at about $18 per barrel, and
commercial No. 2 diesel fuel at approximately $.50 per gallon, management
believes the diesel fuel can be produced and sold at competitive prices
and, particularly in view of the requirements of the federal Clean Air
Act, may be saleable at premium prices. The Technology has the potential
of reducing, in this and other countries, dependency upon imports of
crude oil and petroleum products by converting the large fields of
shut-in natural gas reserves in this country into liquid that can be
inexpensively trucked to users.

The executive offices of the Company are located at 1331 17th
Street, Suite 720, Denver, Colorado 80202, telephone (303) 298-8008, fax
(303) 298-8010.

<PAGE>

PAGE 7

Use of Proceeds

The Shares are being offered for the account of Selling
Shareholders. The Company will not receive any proceeds from the sale of
their Shares. The Company has previously received $520,253 as the
purchase price for those Shares which the Selling Shareholders acquired
by exercise of stock purchase warrants. The Company used those proceeds
to redeem some of its outstanding preferred shares. The Company will
receive approximately $140,000 if all of the stock purchase warrants are
exercised, of which there is no assurance. The Company intends to use
any net proceeds from the exercise of the warrants for working capital
and general corporate purposes.

RISK FACTORS

The securities offered hereby involve a high degree of risk.
Prospective investors, prior to making an investment, should carefully
consider the following risks and speculative factors inherent in and
affecting the business of the Company and an investment in the Shares.
In accordance with the provisions of the Private Securities Litigation
Reform Act of 1995, the cautionary statements set forth below identify
important factors that could cause actual results to differ materially
from those in the forward-looking statements contained in this
prospectus.

1. Lack of Profitable Operations. From inception on December 18,
1981, through June 30, 1997, the Company has sustained losses aggregating
$8,597,086. For the 12-month fiscal years ended December 31, 1994 and
1995, the losses were $1,450,049 and $2,452,823, respectively. For the
9-month fiscal period ended September 30, 1996, the loss was $392,478.
For the 9 month periods ended June 30, 1996 and 1997, the losses were
$1,703,845 and $645,152, respectively. The recent reduction in losses
primarily reflects the increase in revenues due to acquisition of the
Okon subsidiary in March 1997. A substantial portion of the cumulative
losses is attributable to research and development expenses incurred by
the Company in connection with development of the Technology through
1989. The net loss for the nine months ended June 30, 1996 includes a
non-recurring and non-cash loss of $500,908 resulting from loss on
disposal of the Future Fuels subsidiary, a $732,059 loss associated with
the termination of contract work on the Henan project in China, and a
$75,000 loss resulting from the write-off of a stock investment. The
losses since inception raise substantial doubt about the ability of the
Company to continue as a going concern, as stated in the report of
independent certified public accountants contained in the September 30,
1996 audited financial statements. There are no assurances that the
Company's licensees will complete construction of plants using the
Technology, or that any gas-to-liquids conversion plants that are
completed will be operated profitably or provide engineering design fees,
license fees or royalties for the Company.

2. Economic Feasibility of Gas-to-Liquids Technology Not Assured.
Whether any full-scale conversion plant using the Technology can be
profitably operated depends upon the availability of low-cost feedstock
and the economic feasibility or efficiency of the Technology, as well as
a ready market for the end products (primarily premium diesel fuel,
naphthas and waxes) at reasonable prices. The diesel fuel produced by
the Technology has not been subjected to long-term engine tests to
determine if there are any adverse effects. No in-depth cost or price

<PAGE>
PAGE 8

studies have been prepared by independent third parties for the Company.
Any significant decrease in prices of crude oil below approximately $18
or of commercial No. 2 diesel fuel below approximately $.50 per gallon
could have a material adverse effect upon the economic potential of the
Technology.

3. Dependence upon Management. At this stage of the Company's
development, economic success of the gas-to-liquids Technology depends
upon design of gas conversion plants and their startup to achieve optimal
process plant operations, and establishment of the Company's advanced
technology business. Both require knowledge, skills, and relationships
unique to the Company's technical personnel. Moreover, to successfully
compete with its gas conversion Technology and advanced technology, the
Company will be required to engage in continuous research and development
regarding processes, products, markets and costs. Loss of the services
of the executive officers of the Company, particularly Drs. Charles B.
Benham or Mark S. Bohn due to their technical expertise and knowledge
related to the gas conversion Technology, could be expected to have a
material adverse effect upon the Company. The Company's employment
contract with Dr. Benham, expires on March 31, 1998. It has no
employment contract with Dr. Bohn who works for the Company on a
part-time basis as needed.

4. New Business Risks Associated With Entry into Advanced
Technology Business. The likelihood of success of the Company's entry
into the advanced technology business of producing and selling flexible
thin-film substrates by electronic deposition through ITN Electronic
Substrates LLC, and the Company's proposed entry into other new
businesses involving advanced technology, must be considered in view of
the problems, expenses, difficulties, complications and delays frequently
encountered with starting up a new business, including the development of
new technology and the marketing of new products. The Company has no
history of operations in these lines of business upon which to evaluate
its prospects for future operating or financial success.

5. Risk of Technological and Regulatory Change and Requirement for
New Products. The market for advanced technology products is
characterized by rapidly changing technology, new legislation and
regulations, and evolving industry standards. The introduction of
products embodying new technology, the adoption of new legislation or
regulations, or the emergence of new industry standards could render the
LLC's products and future products, if any, obsolete and unmarketable.
The success and growth of the LLC will depend, in part, upon its ability
to anticipate changes in technology, market needs, law, regulations, and
industry standards, and to successfully develop and introduce new and
enhanced products on a timely basis. The LLC will need to devote a
substantial amount of its efforts to research and development as well as
to sales and marketing.

6. Effect of Competition. The products of the gas-to-liquids
Technology will compete with other petroleum products, including products
produced by similar methods. To a great extent, competition in this
business will be based upon price, although compliance with environmental
laws may create demand for the Company's low aromatic, sulphur-free
diesel fuel even at premium prices. Others have and are actively seeking
to develop technology that will enable results similar to the Company's
processes for conversion of gas-to-liquid hydrocarbons. The most likely
competition will come from major corporations in the oil and gas and
synthetic fuel industries that have vastly greater technical and

<PAGE>
PAGE 9

financial resources than the Company. The stains, sealers and coatings
industry is highly competitive and has historically been subject to
intense price competition. It is estimated that there are approximately
800 coatings manufacturers in the United States, many of which are small
companies that provide intense competition within regional and local
markets, especially with respect to lower price coatings and custom made
specialty items required on a short-term delivery basis. The Company's
primary competition is approximately one dozen other manufacturers, of
which at least five are large, better capitalized, and have more
extensive distribution networks. Other manufacturers are large
diversified corporations, the assets of which are vastly greater than
those of the Company, which compete on a nationwide basis. The Company's
overall position in the coatings industry, as one of the smallest
manufacturers, is minor. The advanced technology industry producing
thin-film substrates by electronic deposition is highly competitive.
Competitors include at least a dozen of United States and international
competitors, many of which are large diversified businesses, and the
assets of which are greatly superior to those of the Company.
Competition for the advanced technology products is based upon price,
quality, and quantity of the products, as well as reputation, none of
which have been established by the Company because it is only now
entering into this business.

7. Need for Inexpensive Feedstock to Produce Gas-to-Liquids
Products that Are Competitively Priced. Successful exploitation of the
Company's gas-to-liquids Technology depends upon the availability of
substantial quantities of carbon-bearing, low-cost feedstock for plants
that use the Technology. Management believes such feedstock gas will be
readily available from sources such as natural gas wells that are not
producing gas because of remote locations, and from other sources such as
synthesis gas produced by gasification of coal, as well as industrial off
gases. However, in the event low-cost gas cannot be obtained, then
plants using the Technology may not be able to produce products for sale
at competitive prices. Although the cost of diesel fuel produced at the
plants may require that it be sold at prices somewhat higher than
competing diesel fuels, management expects that many users, particularly
those subject to the increasingly strict mandates of the Clean Air Act,
will pay a premium. If prices for crude oil are in the range of $18 per
barrel and diesel fuel at approximately $.50 per gallon or higher,
management believes that the diesel fuel produced using the Technology
can be priced competitively, but no such assurance can be given. Also,
should oil or commercial No. 2 diesel fuel prices both decrease
significantly, any market for the Company's diesel fuel that may
hereafter exist could be adversely affected.

8. Lack of Adequate Capital to Exploit the Gas-to-Liquids
Technology. The capital cost of gas conversion plants and natural gas
fields or other sources of feedstock that use the Company's Technology
requires more capital than is available to the Company or to many of its
potential licensees. While the Company does not presently plan to build
its own plants for use of the Technology, and expects its licensees to
acquire feedstock and build and own plants for which they are licensed by
the Company, many potential licensees are unable to finance the
construction costs and acquire feedstock, or to do so readily. These
limitations have slowed and will continue to delay use of the Technology
and resulting revenues to the Company from use of the Technology unless
the Company is able to join with other better capitalized companies to
commercially exploit the Technology. There are no assurances that such
joint arrangements will be available or acceptable to the Company.

<PAGE>
PAGE 10

9. Lack of End Product Purchase Contracts. The Company has
previously contacted various potential purchasers of the products of the
gas-to-liquids Technology, primarily users of diesel fuel, and potential
purchasers of the thin-film substrates, but has no contracts for purchase
of such end products. The Company's gas-to-liquids licensees are
responsible for marketing products from gas conversion plants constructed
by them. Because the diesel fuel produced is relatively non-polluting,
it is believed that metropolitan transportation districts and other users
of fuel in urban areas having air pollution problems may be interested in
purchasing such fuel, possibly at a premium over the price of commercial
diesel fuel. However, no such assurance can be given.

10. Risk of Expatriation Laws. In its offshore operations
involving the gas-to-liquids Technology, the Company expects it will
usually be paid design contract fees, license fees, royalties and other
compensation denominated in the currency of the subject country. The
Company will thus be subject to the risk of fluctuation of currency
exchange rates. Whenever possible, however, management intends to
negotiate payment in U.S. dollars. In addition, some countries have laws
that may adversely affect the ability of the Company to remove funds from
that country, may impose taxes upon such removal, or limit the amount of
the payments that a licensee can make to the Company.

11. Uninsured Losses Related to the Gas-to-Liquids Technology.
Certain types of losses (generally losses of a catastrophic nature such
as damage to a conversion plant in which the Company may hold an interest
caused by fire, explosion, war, earthquakes and floods) are either
uninsurable or not economically insurable. Should an uninsured or
partially insured loss occur, the Company could suffer a loss of invested
capital and any profits that might otherwise have been anticipated.

12. Limitation on Protection of Intellectual Property. The Company
relies on a combination of patent, trade secret, copyright and trademark
law, nondisclosure agreements and technical security measures to protect
its intellectual property rights in its lines of business. There are no
assurances that these rights or any additional patents will be adequate
to protect the Company's interest in present and any future intellectual
property. Patents and copyrights may be contested by competitors and
held invalid or not effective to preclude others from using similar
concepts and functionally similar processes. The protection afforded to
intellectual property by other nations is generally not as effective as
that provided within the United States.

13. No Expectation of Dividends. No dividends have been paid on
the Company's Common Stock since inception, and it is highly unlikely
that any dividends will be paid in the near term due to existing capital
needs. However, if the business plan is successful, the Company may
generate substantial revenue from its lines of business, which, barring
unanticipated capital commitments, is expected to allow payment of
dividends. No assurance can be given, however, that the Company will
ever pay, or be in a position to pay dividends.

14. Potential Dilution Due to Exercise of Stock Options and
Additional Private Offerings. The Company has committed to issue a
substantial number of shares of Common Stock upon exercise of presently
outstanding stock options and conversion of shares of its preferred

<PAGE>
PAGE 11

stock. The Company may issue additional shares of its Common Stock or
warrants for the purchase of Common Stock to raise operating capital or
acquire other businesses or assets. Issuance of additional shares of
Common Stock will reduce the percentage ownership interest in the Company
represented by shares of Common Stock acquired by purchasers and may
dilute the value of their interest in the Company.

15. Potential Dilution of Shareholder Rights by Issuance of
Preferred Stock. The Company is authorized to issue up to 1,000,000
shares of preferred stock, par value $10 per share, of which 25,140
shares are presently outstanding and are entitled to be converted into
shares of common stock at an average price of $.21 per share or at a
price that is 70% of the average closing bid price of the Common Stock
for the five trading days preceding the date of conversion, whichever is
less. Additional preferred stock may be issued in one or more series,
the terms of which will be determined at the time of issuance by the
board of directors without any requirement for shareholder approval.
Such rights may include voting rights, preferences as to dividends and,
upon liquidation, conversion and redemption rights, and mandatory
redemption provisions pursuant to sinking funds or otherwise. Conversion
of the preferred stock or issuance of additional preferred stock could
affect the rights of the holders of Common Stock and therefore reduce the
value of the Common Stock. Rights could also be granted to holders of
preferred stock hereafter issued that could reduce the attractiveness of
the Company as a potential takeover target. See "DESCRIPTION OF COMMON
STOCK AND PREFERRED STOCK."

16. Deterrence of Tender Offers by Fair Price Provisions. The
Company's Articles of Incorporation include provisions designed to assure
shareholders, to the extent possible, that any hostile takeover attempt
or merger of the Company with a significant shareholder or its affiliate
will result in shareholders receiving a fair value for their securities.
These provisions include grouping of the board of directors into three
classes with staggered terms; a requirement that directors may be removed
without cause only with the approval of the holders of 66-2/3% of the
outstanding voting power of the capital stock of the Company; and a
requirement that the holders of not less than 66-2/3% of the voting power
of the outstanding capital stock of the Company approve certain business
combinations of the Company with any holder of more than 10% of such
voting power or an affiliate of any such holder unless the transaction is
either approved by at least a majority of the uninterested and
unaffiliated members of the board of directors or unless certain minimum
price and procedural requirements are met. These provisions could deter
a hostile tender offer by a third party for the purchase of some or all
of the Company's outstanding securities and could have the effect of
entrenching management. See "DESCRIPTION OF COMMON STOCK AND PREFERRED
STOCK."

RECENT DEVELOPMENTS

During July 1997, Rentech agreed with ITN Energy Systems, Inc., a
privately-owned Colorado corporation, to enter into a new business called
ITN Electronic Substrates LLC. Rentech owns 50% of this new entity. The
LLC will manufacture and sell flexible thin-film substrates by electronic
deposition. The new business intends to begin its first production by
late 1997 and to increase its production capacity within a year later.
The customers are expected to be contract manufacturers in the computer,
aerospace and medical instrument industries, as well as large
end-users which use the substrates to manufacture their own products.

<PAGE>
PAGE 12

SELLING SHAREHOLDERS
<TABLE>

The shares of Common Stock owned by the Selling Shareholders and the shares of Common Stock (the
"Shares") underlying stock purchase warrants held by them are being offered by the Selling Shareholders
identified in the following table.
Number of Shares
Number of to be Beneficially Owned
Name of Number of Shares Shares That On Completion of the Offering
Selling Beneficially Owned May Be % of
Shareholder Record Indirect Offered(1) Record Indirect Class
- ----------------- ------ -------- ---------- ------ -------- -----
<S> <C> <C> <C> <C> <C> <C>
Andrew G. Bartlett III 4,000 4,000 8,000 --- --- 0
Robert J. Barton 18,740 18,740 37,480 --- --- 0
Michael H. Berger 3,572 1,438 2,876 2,134 --- *
Stephen Bushansky 31,978 --- 31,978 --- --- 0
C. David Callahan 31,558 --- 31,558 --- --- 0
Kenneth D. Carlson 63,882 --- 31,941 31,941 --- *
Donald A. Christensen 80,000 400,000 290,000 40,000 150,000 *
Cisco Fine Mexican Food 1,006,700 287,350 503,350 503,350 287,350 1
Conch Bar Enterprises, Inc. 198,000 --- 127,763 70,237 --- *
Bartley W. Conroy 224,325 --- 70,000 154,325 --- *
Robert O. Corn 11,906 11,906 23,812 --- --- 0
Diamond Trust 434,859 --- 234,605 200,254 --- *
H. Alan Dill 22,098 22,098 44,196 --- --- 0
D.S.N. Enterprises, Ltd. 198,686 --- 198,686 --- --- 0
Dennis S. Ferraro 11,049 11,049 22,098 --- --- 0
Michael I. Garnett 80,000 --- 40,000 40,000 --- *
Gulf Coast Trust 63,149 --- 63,149 --- --- 0
Cheryl C. Harper 8,000 --- 4,000 4,000 --- *
G.L. (Geoff) Hoffman 30,854 11,049 22,098 19,805 --- *
Kent T. Hultquist 126,750 --- 63,375 63,375 --- *
Donald G. Hunter 633,400 --- 181,300 452,100 --- *
C.E. Husted 107,415 --- 35,805 71,610 --- *
Michael J. Jefferson 22,098 22,098 44,196 --- --- 0
Leslie Johnson TTEE FBO Equity 253,150 --- 126,575 126,575 --- *
Concepts Mgnt. Corp.
Profit Sharing Plan
Rex A. Johnson 200,000 --- 100,000 100,000 --- *
Paul D. Jorgensen 231,964 --- 63,988 167,976 --- *
Fred E. Karp 31,994 --- 31,994 --- --- 0
Delaware Charter FBO Tommy L. Keith 383,289 --- 127,763 255,526 --- *
John Thomas Kimball III 8,000 --- 4,000 4,000 --- *
Nora D. Kimball 25,557 --- 8,000 17,557 --- *
Redford Kimball 8,000 --- 4,000 4,000 --- *
Diane J. King 24,000 --- 24,000 --- --- 0
Douglas B. Koff 2,600 2,600 5,200 --- --- 0
Joseph F. Lambright 200,000 1,000,000 200,000 --- 1,000,000 3.5
Lambright LLC 1,000,000 200,000 1,000,000 --- 200,000 *
Laredo Properties 254,160 --- 127,080 115,000 --- *
Frank L. Livingston 40,000 --- 20,000 20,000 --- *
Loren L. Mall 283,052 --- 50,700 232,352 --- *
Mickey J. Mandel 22,098 22,098 44,196 --- --- 0
Roger Mariani 31,984 --- 31,984 --- --- 0
Neil J. Montagino 255,950 --- 127,975 127,975 --- *
Philip S. Mushlin 423,925 --- 127,975 295,950 --- *
Stanley E. Norfleet 152,996 --- 63,988 89,008 --- *
Craig K. Olson 63,644 --- 31,822 31,822 --- *
Satish B. Parekh 661,501 108,382 100,513 560,988 --- *
Kevin S. Parson 200,000 --- 100,000 100,000 --- *
Ned F. Parson 252,464 --- 126,232 126,232 --- *
Rebecca C. & Gary R. Perrine 140,050 --- 126,775 13,275 --- *
David H. Press 26,200 26,200 52,400 --- --- 0
Roger B. Rankin 198,000 250,000 118,000 80,000 250,000 *
Bernie Reamer 63,800 --- 31,900 31,900 --- *
Ralph E. Riggs 289,818 123,186 160,440 74,378 123,186 *
Rodriguez Family Partners, Ltd. 27,955 --- 18,750 9,205 --- *
James P. Samuels 127,875 519,500 49,500 127,875 470,000 *
Schneider Holdings Co. 126,198 --- 126,198 --- --- 0
Norman Seif 31,984 --- 31,984 --- --- 0
Wm. Earl Somerville --- 55,000 55,000 --- --- 0
Jay Thomas Smith 62,500 --- 31,250 31,250 --- *
Gary L. Snyder 162,448 --- 81,224 81,224 --- *
Michael Gary Solomon 135,000 --- 127,975 7,075 --- *
Robert John Stalberger 63,116 --- 31,558 31,558 --- *
Leonard N. Waldbaum 22,337 20,426 40,852 1,911 --- *
Philip D. Waldbaum 22,098 22,098 44,196 --- --- 0
Wally Five Ltd. 9,200 4,200 8,400 5,000 --- *
Sampson Junior Williams 289,450 --- 63,150 226,300 --- *
---------
Total 5,959,803(1)
- ---------------

<FN>
*Less than 1%
<F1> Includes shares of common stock and 664,500 shares of common stock issuable upon exercise
of stock purchase warrants.
</FN>
</TABLE>

<PAGE>

PAGE 13

One of the Selling Shareholders, Loren L. Mall, is associated with
Brega & Winters P.C. which serves as general counsel for the Company. To
the knowledge of the Company, none of the other Selling Shareholders nor
any officers, directors or employees of a Selling Shareholder have held
any office, position or other material relationship with the Company, its
predecessors or affiliates during the past three years.

Each Selling Shareholder has represented that he purchased the
Common Stock for investment and with no present intention of distributing
or reselling such Shares unless registered for resale. However, in
recognition of the fact that holders of restricted securities may wish to
be legally permitted to sell their Shares when they deem appropriate, the
Company has filed with the Commission under the Securities Act a Form S-3
registration statement of which this Prospectus forms a part with respect
to the resale of the Shares from time to time in the over-the-counter
market or in privately negotiated transactions. The Company has agreed
to prepare and file such amendments and supplements to the Registration
Statement and to use its best efforts to obtain effectiveness of the
Registration Statement and to keep the Registration Statement effective
until all the Shares offered hereby have been sold pursuant thereto,
until such Shares are no longer, by reason of Rule 144 under the
Securities Act or any other rule of similar effect, required to be
registered for the sale thereof by the Selling Shareholders, or for a
period of 180 days, whichever occurs first.

Certain of the Selling Shareholders, their associates and affiliates
may from time to time be customers of, engage in transactions with,
and/or perform services for the Company or its subsidiaries in the
ordinary course of business.

PLAN OF DISTRIBUTION

The sale of the Shares by the Selling Shareholders may be effected
from time to time (i) in transactions in the over-the-counter market, in
negotiated transactions, or through a combination of such methods of
sale, and (ii) at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Shareholders may effect such transactions by selling the Shares
to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from
the Selling Shareholders and/or the purchasers of the Shares for which
such broker-dealers may act as agent or to whom they may sell, as
principal, or both (which compensation as to a particular
broker-dealer may be in excess of customary compensation). Selling
Shareholders may also sell such shares pursuant to Rule 144 or Rule 144A
under the Securities Act of 1933 if the requirements for the availability
of such rules have been satisfied.

<PAGE>
PAGE 14

The Selling Shareholders and any broker-dealers who act in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and profit on any resale of the Shares
as principal might be deemed to be underwriting discounts and commissions
under the Securities Act.

The Company has advised the Selling Shareholders that they and any
securities broker-dealers or others who may be deemed to be statutory
underwriters will be subject to the Prospectus delivery requirements
under the Securities Act of 1933. The Company has also advised the
Selling Shareholders that in the event of a "distribution" of his or its
shares, such Selling Shareholders, any "affiliated purchasers," and any
broker-dealer or other person who participates in such distribution may
be subject to Rule 10b-6 under the Securities Exchange Act of 1934 ("1934
Act") until his or its participation in that distribution is completed.
A "distribution" is defined in Rule 10b-6(c)(5) as an offering of
securities "that is distinguished from ordinary trading transactions by
the magnitude of the offering and the presence of special selling efforts
and selling methods." The Company has also advised the Selling
Shareholders that Rule 10b-7 under the 1934 Act prohibits any
"stabilizing bid" or "stabilizing purchase" for the purpose of pegging,
fixing or stabilizing the price of the Common Stock in connection with
this offering.

DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK

The shares of Common Stock covered by this Prospectus are fully paid
and nonassessable. Holders of the Common Stock have no preemptive
rights. Each stockholder is entitled to one vote for each share of
Common Stock held of record by such stockholder. There is no right to
cumulate votes for election of directors. Upon liquidation of the
Company, the assets then legally available for distribution to holders of
the Common Stock will be distributed ratably among such shareholders in
proportion to their stock holdings. Holders of Common Stock are entitled
to dividends when, as and if declared by the Board of Directors out of
funds legally available therefor.

The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, $.01 par value per share, and 1,000,000 shares of
preferred stock, $10 par value per share. A quorum for purposes of
meetings of common shareholders consists of a majority of the issued and
outstanding shares of Common Stock, and once a quorum is established,
action of a routine nature may properly be taken by a majority of the
shares represented in person or by proxy at the meeting. Most major
corporate transactions such as mergers, consolidations, sales of all or
substantially all assets, and certain amendments to the articles of
incorporation require approval by the holders of two-thirds of the issued
and outstanding shares entitled to vote. The Company's board of
directors is authorized to issue shares of Common Stock and preferred
stock without approval of shareholders. Shares of preferred stock may be
issued in one or more series, the terms of which will be determined at
the time of issuance by the board of directors without any requirement
for shareholder approval. Such rights may include voting rights,
preferences as to dividends, and upon liquidation, conversion and
redemption rights, and mandatory redemption provisions pursuant to

<PAGE>
PAGE 15

sinking funds or otherwise. At September 10, 1997, 9,554 shares of
preferred stock were issued and outstanding. The preferred shares are
convertible into Common Stock at an average price of $.21 per share or at
a price that is 70% of the average closing bid price of the Common Stock
for the five trading days preceding the date of conversion, whichever is
less.

LEGAL OPINIONS

Brega & Winters, P.C., 1700 Lincoln Street, Suite 2222, Denver,
Colorado 80203 has rendered an opinion as to the legality of the Shares
issued to the Selling Shareholders.

EXPERTS

The financial statements incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-KSB for the
nine-month period ended September 30, 1996 and the twelve months ended
December 31, 1995 have been audited by BDO Seidman, LLP, independent
certified public accountants, as stated in their report (which contained
an explanatory paragraph relative to the going concern uncertainty),
which is incorporated herein, and has been so incorporated in reliance
upon such report given upon the authority of the firm as experts in
accounting and auditing.

NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTAINED AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS TO ANY OF
THE TIME SUBSEQUENT TO ITS DATE. HOWEVER, THE COMPANY HAS UNDERTAKEN TO
AMEND THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART TO
REFLECT ANY FACTS OR EVENTS ARISING AFTER THE EFFECTIVE DATE THEREOF
WHICH INDIVIDUALLY OR IN THE AGGREGATE REPRESENT A FUNDAMENTAL CHANGE IN
THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENT. IT IS
ANTICIPATED, HOWEVER, THAT MOST UPDATED INFORMATION WILL BE INCORPORATED
HEREIN BY REFERENCE TO THE COMPANY'S REPORTS FILED UNDER THE SECURITIES
EXCHANGE ACT OF 1934. SEE "DOCUMENTS INCORPORATED BY REFERENCE."

ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS
TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

<PAGE>
PAGE 16

<TABLE>
<CAPTION>
TABLE OF CONTENTS

<S> <C>
Available Information 4

Documents Incorporated by Reference 4

Summary 5

Risk Factors 7

Selling Shareholders 12

Plan of Distribution 13

Description of Common Stock and Preferred Stock 14

Legal Opinions 15

Experts 15

</TABLE>

<PAGE>
PAGE 17

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution.

<S> <C>
Registration Fee - Securities and Exchange Commission $ 637.08
Legal Fees and Disbursements* 12,500.00
Accounting Fees and Disbursements* 1,500.00
Legal Fees and Expenses in Connection with Blue Sky Filings* 1,500.00
Miscellaneous* 375.00
-----------
Total $ 16,512.08
===========
- --------------------
<FN>
* Estimated.
</FN>
</TABLE>Item 15. Indemnification of Directors and Officers.

The only charter provision, bylaw, contract, arrangement or statute
under which any director, officer or controlling person of Registrant is
insured and indemnified in any manner as such is as follows:

(a) Registrant has the power under the Colorado Corporation Code to
indemnify any person who was or is a party or is threatened to be made a
party to any action, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a
director, officer, employee, fiduciary, or agent of Registrant or was
serving at its request in a similar capacity for another entity, against
expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection
therewith if he acted in good faith and in a manner he reasonably
believed to be in the best interest of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. In case of an action brought by or in the
right of Registrant such persons are similarly entitled to
indemnification if they acted in good faith and in a manner reasonably
believed to be in the best interests of Registrant but no indemnification
shall be made if such person was adjudged to be liable for negligence or
misconduct in the performance of his duty to Registrant unless and to the
extent the court in which such action or suits was brought determines
upon application that despite the adjudication of liability, in view of
all circumstances of the case, such person is fairly and reasonably
entitled to indemnification. Such indemnification is not deemed
exclusive of any other rights to which those indemnified may be entitled
under the Articles of Incorporation, Bylaws, agreement, vote of
shareholders or disinterested directors, or otherwise.

(b) The Articles of Incorporation and Bylaws of Registrant
generally require indemnification of officers and directors to the
fullest extent allowed by law.

<PAGE>
PAGE 18

(c) Paragraph 3 of the Certificate of the Selling Shareholders,
filed as Exhibit 1 to this Registration Statement, contains provisions by
which Registrant and its controlling persons are indemnified against
certain losses, claims, expenses and liabilities under the Securities Act
of 1933, as amended.

Item 16. Exhibits.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit Sequential
Number Document Page Number
<S> <C> <C>
- ------- -------- -----------

EX-1 Form of Certificate of Selling Shareholders. 24

EX-3.1(i).1 Restated and Amended Articles of Incorporation, dated January 4, 1991
(incorporated herein by reference from the exhibits to Amendment
No. 2 to Registrant's Form S-18 Registration Statement No. 33-37150-D
filed with the Securities and Exchange Commission on January 18, 1991).

EX-3.1(i).2 Articles of Amendment dated April 5, 1991 to the Restated and Amended
Articles of Incorporation (incorporated herein by reference from the
exhibits to Registrant's Current Report on Form 8-K dated August 10,
1993 filed with the Securities and Exchange Commission).

EX-3.3 Bylaws as amended, (incorporated herein by reference from the exhibits
to Registrant's Form S-18 Registration Statement No. 33-37150-D filed
with the Securities and Exchange Commission on January 18, 1991).

EX-4 Form of Warrant to Purchase Shares of Common Stock (incorporated herein
by reference from the exhibits to Registrant's Registration Statement
No. 333-11567 filed with the Securities and Exchange Commission on
September 6, 1996).

EX-5 Opinion of Brega & Winters, P.C. 26

EX-10.1 Profit Sharing Plan (incorporated herein by reference from the exhibits
to Registrant's Form S-18 Registration Statement No. 33-37150-D filed
with the Securities and Exchange Commission on or about October 30, 1990).

EX-10.2 1990 Stock Option Plan (incorporated herein by reference from the
exhibits to the Company's Registration Statement No. 33-37150-D filed
with the Securities and Exchange Commission on Form S-18 dated
April 12, 1992).

EX-10.3 1994 Stock Option Plan (incorporated herein by reference from the
exhibits to Post-Effective Amendment No. 5 to Registrant's Form S-18
on Form SB-2 Registration Statement No. 33-37150-D filed with the
Securities and Exchange Commission on or about September 19, 1994).

EX-10.4 1996 Stock Option Plan (incorporated herein by reference from the
exhibits to Registrant's Current Report on Form 8-K dated December 18,
1996 filed with the Securities and Exchange Commission).

EX-10.5 Employment Contracts with Charles B. Benham, Dennis L. Yakobson and
Ronald C. Butz dated November 14, 1994 (incorporated herein by refer-
ence from the exhibits to Registrant's Current Report on Form 8-K dated
November 14, 1994 filed with the Securities and Exchange Commission).

EX-23.1 Consent of Independent Certified Public Accountants. 27

EX-23.2 Consent of Brega & Winters P.C. (included in Exhibit 5).

EX-99.1 Letter of Intent between Rentech, Inc. and ITN Energy Systems, Inc. dated
October 17, 1996 (incorporated herein by reference from the exhibits to
Registrant's Current Report on Form 8-K/A dated November 7, 1996 filed
with the Securities and Exchange Commission).

EX-99.2 Report of Independent Certified Public Accountants (incorporated herein by
reference from the exhibits to Registrant's Transition Report on Form
10-KSB for the nine months ended September 30, 1996 and for the year
ended December 31, 1995, filed with the Securities and Exchange
Commission on January 15, 1997).
</TABLE>

<PAGE>
PAGE 19

Item 17. Undertakings.

I. (a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:

(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;

(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof; and

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

<PAGE>
PAGE 20

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by a director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed
in the Act and shall be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado, on
the 12th day of September, 1997.

RENTECH, INC.

(signature)
By: ---------------------------------
Dennis L. Yakobson, President

GENERAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below, hereby authorizes, constitutes and appoints Dennis L. Yakobson and
Ronald C. Butz and each of them, his true and lawful attorney-in-fact and
agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign this
Registration Statement for the registration under the Securities Act of
1933, as amended, of securities of Rentech, Inc. and any and all
pre-effective and post-effective amendments to this Registration
Statement, together with any and all exhibits thereto and other documents
required to be filed with respect hereto and thereto and to file the same
with the Securities and Exchange Commission and any other regulatory
authority, granting unto said attorneys-in-fact and agents and each of
them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents or each of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof and incorporate such
changes as any of the said attorneys-in-fact deems appropriate.

<PAGE>
PAGE 21

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----
<S> <C> <C>

(signature)
- ------------------------- President, Chief Executive September 12, 1997
Dennis L. Yakobson Officer and Director

(signature)
- ------------------------- Director September 12, 1997
Mark S. Bohn

(signature)
- ------------------------- Vice President, Chief September 12, 1997
Ronald C. Butz Operating Officer,
Secretary and Director

(signature)
- ------------------------- Director September 12, 1997
Erich W. Tiepel

(signature)
- ------------------------- Vice President-Finance, and September 12, 1997
James P. Samuels Chief Financial Officer
</TABLE>

<PAGE>
PAGE 22
<TABLE> EXHIBIT INDEX
<CAPTION>
Exhibit Sequential
Number Document Page Number
<S> <C> <C>
EX-1 Form of Certificate of Selling Shareholders. 24

EX-5 Opinion of Brega & Winters, P.C. 26

EX-10.5 Employment Contracts with Charles B. Benham, Dennis L. Yakobson and
Ronald C. Butz dated November 14, 1994 (incorporated herein by
reference from the exhibits to Registrant's Current Report on Form 8-K
dated November 14, 1994 filed with the Securities and Exchange
Commission).

EX-23.1 Consent of Independent Certified Public Accountants. 27

EX-23.2 Consent of Brega & Winters P.C. (included in Exhibit 5).

EX-99.1 Letter of Intent between Rentech, Inc. and ITN Energy Systems, Inc.
dated October 17, 1996 (incorporated herein by reference from the
exhibits to Registrant's Current Report on Form 8-K/A dated November 7,
1996 filed with the Securities and Exchange Commission).

EX-99.2 Report of Independent Certified Public Accountants (incorporated herein
by reference from the exhibits to Registrant's Transition Report on
Form 10-KSB for the nine months ended September 30, 1996 and for the
year ended December 31, 1995, filed with the Securities and Exchange
Commission on January 15, 1997).
</TABLE>

<PAGE>

PAGE 23

APPENDIX

On the Prospectus cover there is a red herring running vertically on the
left-hand side of the page. It reads as follows:

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

EXHIBIT 1

CERTIFICATE OF SELLING SHAREHOLDER

The undersigned selling shareholder ("Holder") has requested that
RENTECH, INC. (the "Company"), include in a Registration Statement on
Form S-3 certain shares of the Company's common stock (the "Securities")
desired to be sold by the Holder. To induce the Company to register such
Securities for public sale by the Holder:

1. The Holder represents and warrants to and covenants with the
Company that: (i) the Holder has fully and accurately completed the
Registration Statement Questionnaire for use by the Company in
preparation of the Registration Statement and the answers and information
contained therein are true and correct as of the date hereof and will be
true and correct as of the effective date of the Registration Statement
and at all times thereafter; (ii) the Holder understands that a current
prospectus is required to be delivered to any purchaser of the
Securities; (iii) the Holder has not entered into any agreement, written
or oral, for the sale of any of the Securities upon terms different from
those set forth in the Registration Statement; (iv) the Holder is aware
of and agrees to abide by the provisions of Rule 10b-6 under the
Securities Exchange Act of 1934 ("1934 Act"), which provides, in essence,
that the Holder, under certain circumstances, may not bid for or purchase
any of the Securities covered by the Registration Statement or any
security of the same class, or any right to purchase any such security,
and may not attempt to induce any person to purchase any such security or
right until all Securities covered by such Registration Statement and
owned by such Holder shall have been sold or withdrawn; and (v) the
Holder is aware of and agrees to abide by the provisions of Rule 10b-7
under the 1934 Act which provides that any person who offers to buy or
buys the common stock of the Company for the purpose of maintaining or
stabilizing the market price of such common stock to facilitate the sale
of the Securities may be deemed to have violated rules prohibiting
manipulation of market prices for securities.

2. The Holder agrees to promptly give notice to the Company in the
event any of the information provided by the Holder in the Registration
Statement Questionnaire or any of the information relating to the
Securities owned by the Holder included in the Registration Statement, or
to the plan of distribution as set forth in the Registration Statement
(copies of which are enclosed), should become materially false or
misleading. The Holder acknowledges and agrees that there may
occasionally be times when the Company must temporarily suspend the use
of the prospectus and that the Holder will not be able to sell any of the
Securities during the suspension period.

3. To the extent permitted by law, the Holder will indemnify and
hold harmless the Company and its officers, directors and any person who
controls the Company within the meaning of the Securities Act of 1933, as
amended, for any claims, damages or liabilities (and actions related
thereto) arising out of any untrue or alleged untrue statement of any
material fact or based upon the omission or alleged omission to state a
material fact required to be stated in the Registration Statement,
prospectus or amendments or to make statements therein not misleading,
but only to the extent that such untrue or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity
with written information furnished by Holder for use in connection with
such registration.

Dated this day of , 1997.
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Signature Signature (if held jointly)

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Print or Type Name Print or Type Name

EXHIBIT 5

Brega & Winters P.C. Attorneys at Law
One Norwest Center, 1700 Lincoln Street, Suite 2222
Denver, Colorado 80202
(303) 866-9400
FAX: (303) 861-9109

September 12, 1997

Rentech, Inc.
1331 17th Street, Suite 720
Denver, Colorado 80202

Re: Registration Statement on Form S-3

Gentlemen:

This firm has represented Rentech, Inc., a Colorado corporation (the
"Company") in connection with its proposed offering by selling
shareholders of approximately 5,959,803 Shares of Common Stock, $.01 par
value (the "Shares"), pursuant to a Registration Statement on Form S-3.
In connection with such representation, we have reviewed the Company's
articles of incorporation, bylaws, minute books and the applicable laws
of the State of Colorado.

Based on such review, we are of the opinion that the shares issued
to the selling shareholders identified in the registration statement are
fully paid and non-assessable, or upon proper exercise of the stock
purchase warrants and payment of the exercise price, will be fully paid
and non-assessable.

We hereby consent to the reference to our firm under the heading
"LEGAL OPINIONS" in the Registration Statement on Form S-3 and the
related Prospectus and to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement.

Very truly yours,

(Signature)

BREGA & WINTERS P.C.

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Rentech, Inc.
1331 17th Street, Suite 720
Denver, CO 80202

We consent to the incorporation by reference in the Registration
Statement of Rentech, Inc. on Form S-3 of our report dated December 2,
1996 relating to the consolidated financial statements (which contained
an explanatory paragraph relative to the going concern uncertainty)
appearing in the Transition Report on Form 10-KSB of Rentech, Inc. for
the nine months ended September 30, 1996 and for the year ended December
31, 1995, and to the reference to us under the heading "Experts" in the
Prospectus, which is part of such Registration Statement.

BDO Seidman, LLP

, 1997
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Denver, Colorado